Indiana | 35-1281154 |
(State or other jurisdiction of organization) |
450Indianapolis, Indiana | |
Large Accelerated Filer ____ Non-Accelerated Filer ___ Emerging Growth Company ____ | Accelerated Filer __ |
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Condensed consolidated balance sheets as of December 31, | Page |
Condensed consolidated statements of operations for the | Page |
Condensed consolidated statements of changes in stockholders' equity for the | Page |
Condensed consolidated statements of cash flows for the | Page |
7 | |
Notes to condensed consolidated financial statements (unaudited) | Page |
Assets | December 31, 2017 | March 31, 2018 | December 31, 2018 | March 31, 2019 |
Current assets: | ||||
Cash | $461,068 | $200,194 | $76,194 | $145,791 |
Accounts receivable - net | 1,796,757 | 1,802,824 | 1,573,600 | 1,560,958 |
Inventories | 779,989 | 793,164 | 962,783 | 929,698 |
Prepaid expenses | 680,326 | 687,575 | 688,259 | 720,515 |
Total current assets | 3,718,140 | 3,483,757 | 3,300,836 | 3,356,962 |
Property and equipment: | ||||
Equipment | 2,533,848 | 2,804,169 | 2,872,494 | 2,878,293 |
Leasehold improvements | 541,197 | 873,323 | 1,180,050 | 1,180,637 |
Construction and equipment in progress | 558,602 | 359,002 | 119,340 | 109,815 |
3,673,647 | 4,036,494 | 4,171,844 | 4,168,745 | |
Less accumulated depreciation and amortization | 1,372,821 | 1,407,281 | 1,399,435 | 1,474,003 |
Net property and equipment | 2,300,826 | 2,629,213 | 2,772,449 | 2,694,742 |
Deferred tax asset | 5,735,504 | 5,598,912 | 4,817,309 | 4,666,910 |
Deferred contract cost | - | 592,160 | 698,935 | |
Goodwill | 278,466 | 278,466 | ||
Operating lease right of use assets | - | 4,475,106 | ||
Other assets including long-term portion of receivables - net | 6,851,697 | 6,816,942 | 3,808,957 | 4,050,439 |
Total assets | $18,884,633 | $19,399,450 | $15,676,952 | $20,221,560 |
Liabilities and Stockholders' Equity | ||||
Current liabilities: | ||||
Current portion of term loan payable to bank | 754,173 | 793,452 | $871,429 | |
Accounts payable and accrued expenses | 674,600 | 539,675 | 523,315 | 253,271 |
Current portion of operating lease liability | - | 312,739 | ||
Total current liabilities | 1,428,773 | 1,333,127 | 1,394,744 | 1,437,439 |
Long-term obligations: | ||||
Term loans payable to bank (net of current portion) | 4,246,375 | 4,048,915 | 3,898,733 | 3,705,579 |
Convertible notes payable | 1,131,982 | 2,131,750 | 1,539,204 | 1,496,906 |
Operating lease liabilities - net of short-term portion | - | 4,263,420 | ||
Deferred contract income | - | 592,160 | 698,935 | |
Derivative warrant liability | 503,851 | - | ||
Derivative conversion liability | 925,561 | - | ||
Total long-term liabilities | 6,807,769 | 6,772,825 | 6,136,872 | 10,164,840 |
Stockholders' equity: | ||||
Common stock – no par value (40,000,000 shares authorized, 20,783,032 issued and outstanding as of December 31, 2017 and 20,983,032 as of March 31, 2018) | 24,322,885 | 24,726,636 | ||
Common stock – no par value (40,000,000 shares authorized, 21,583,032 issued and outstanding as of December 31, 2018 and 21,683,032 as of March 31, 2019) | 24,739,482 | 24,789,482 | ||
Accumulated deficit | (13,674,794) | (13,433,138) | (16,594,146) | (16,170,201) |
Total stockholders' equity | 10,648,091 | 11,293,498 | 8,145,336 | 8,619,281 |
Total liabilities and stockholders’ equity | $18,884,633 | $19,399,450 | $15,676,952 | $20,221,560 |
Three months ended March 31, | ||
2017 | 2018 | |
Revenue: | ||
Royalties and fees | $1,612,920 | $1,541,879 |
Administrative fees and other | 12,069 | 14,245 |
Restaurant revenue – Craft Pizza & Pub | 306,311 | 1,108,423 |
Restaurant revenue – non-traditional | 281,318 | 288,116 |
Total revenue | 2,212,618 | 2,952,663 |
Operating expenses: | ||
Salaries and wages | 239,707 | 267,968 |
Trade show expense | 121,656 | 120,772 |
Travel expense | 60,295 | 21,939 |
Other operating expenses | 198,690 | 238,417 |
Restaurant expenses - Craft Pizza & Pub | 213,146 | 865,499 |
Restaurant expenses – non-traditional | 273,373 | 283,856 |
Depreciation and amortization | 51,893 | 72,503 |
General and administrative | 404,472 | 382,280 |
Total expenses | 1,563,232 | 2,253,234 |
Operating income | 649,386 | 699,429 |
Interest | 320,994 | 160,288 |
Change in fair value of derivatives | 17,627 | - |
Income before income taxes | 310,765 | 539,141 |
Income tax expense | 118,222 | 136,592 |
Net income | $192,543 | $402,549 |
Earnings per share – basic: | ||
Net income | $.01 | $.02 |
Weighted average number of common shares outstanding | 20,783,032 | 20,869,689 |
Diluted earnings per share: | ||
Net income | $.01 | $.02 |
Weighted average number of common shares outstanding | 25,419,967 | 26,389,740 |
Three-Months Ended March 31, | ||
2018 | 2019 | |
Revenue: | ||
Restaurant revenue - company-owned Craft Pizza & Pub | $1,108,423 | $1,142,614 |
Restaurant revenue - company-owned non-traditional | 288,116 | 170,502 |
Franchising revenue - non-traditional | 1,541,879 | 1,593,014 |
Administrative fees and other | 14,245 | 16,619 |
Total revenue | 2,952,663 | 2,922,749 |
Operating expenses: | ||
Restaurant expenses - company-owned Craft Pizza & Pub | 865,499 | 1,010,919 |
Restaurant expenses - company-owned non-traditional | 283,856 | 153,709 |
Franchising expenses - non-traditional | 649,096 | 494,712 |
Total operating expenses | 1,798,451 | 1,659,340 |
Depreciation and amortization | 72,503 | 93,600 |
General and administrative expenses | 382,280 | 416,248 |
Total expenses | 2,253,234 | 2,169,188 |
Operating income | 699,429 | 753,561 |
Interest expense | 160,288 | 126,903 |
Income before income taxes | 539,141 | 626,658 |
Income tax expense | 136,592 | 150,398 |
Net income | $402,549 | $476,260 |
Earnings per share - basic | ||
Net income | $.02 | $.02 |
Weighted average number of common shares outstanding | 20,869,689 | 21,671,921 |
Diluted earnings per share: | ||
Net income | $.02 | $.02 |
Weighted average number of common shares outstanding | 26,389,740 | 25,584,889 |
Common Stock | Accumulated | |||
Shares | Amount | Deficit | Total | |
Balance at December 31, 2017 | 20,783,032 | $24,322,885 | $(13,674,794) | $10,648,091 |
Remove derivatives in accordance with ASU 2017-11 | 303,751 | (160,893) | 142,858 | |
Net income for three months ended March 31, 2018 | 402,549 | 402,549 | ||
Conversion of convertible note to common stock | 200,000 | 100,000 | - | 100,000 |
Balance at March 31, 2018 | 20,983,032 | $24,726,636 | $(13,433,138) | $11,293,498 |
Common Stock Shares Amount | Accumulated Deficit | Total | ||
Balance at December 31, 2018 | 21,583,032 | $24,739,482 | $(16,594,146) | $8,145,336 |
Adjustment for the adoption of ASU 2016-02 accounting for leases | (52,315) | (52,315) | ||
Net income for three months ended March 31, 2019 | 476,260 | 476,260 | ||
Conversion of convertible note to common stock | 100,000 | 50,000 | - | 50,000 |
Balance at March 31, 2019 | 21,683,032 | $24,789,482 | $(16,170,201) | $8,619,281 |
Common Stock Shares Amount | Accumulated Deficit | Total | ||
Balance at December 31, 2017 | 20,783,032 | $24,322,885 | $(13,674,794) | $10,648,091 |
Remove derivatives in accordance with ASU 2017-11 | 303,751 | (160,893) | 142,858 | |
Net income for three months ended March 31, 2018 | 402,549 | 402,549 | ||
Conversion of convertible note to common stock | 200,000 | 100,000 | - | 100,000 |
Balance at March 31, 2018 | 20,983,032 | $24,726,636 | $(13,433,138) | $11,293,498 |
Three Months Ended March 31, | ||
2017 | 2018 | |
OPERATING ACTIVITIES | ||
Net income | $192,543 | $402,549 |
Adjustments to reconcile net income to net cash provided (used) by operating activities: | ||
Depreciation and amortization | 124,880 | 106,781 |
Deferred income taxes | 118,222 | 136,592 |
Change in fair value of derivatives | 17,627 | - |
Other non-cash expense | 24,526 | - |
Changes in operating assets and liabilities: | ||
( Increase) decrease in: | ||
Accounts receivable | (196,605) | (6,067) |
Inventories | (92,452) | (13,173) |
Prepaid expenses | (72,285) | (7,249) |
Other assets | (111,295) | 34,755 |
Decrease in: | ||
Accounts payable and accrued expenses | (68,417) | (119,926) |
NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES | (63,256) | 534,262 |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (213,555) | (605,705) |
NET CASH USED IN INVESTING ACTIVITIES | (213,555) | (605,705) |
FINANCING ACTIVITIES | ||
Payment of principal on bank term loan | (163,931) | (160,714) |
Payment of additional closing cost | - | (13,717) |
Payment of principal on Super G loan | (176,775) | - |
Payment of Kingsway America loan | (600,000) | - |
Net proceeds from (repayment of) officer notes | 424,166 | - |
Net proceeds from issuance of convertible notes | 674,832 | - |
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | 158,292 | (174,431) |
DISCONTINUED OPERATIONS | ||
Payment of obligations from discontinued operations | (72,308) | (15,000) |
Decrease in cash | (190,827) | (260,874) |
Cash at beginning of period | 477,928 | 461,068 |
Cash at end of period | $287,101 | $200,194 |
Three Months Ended March 31, | ||
OPERATING ACTIVITIES | 2018 | 2019 |
Net income | $402,549 | $476,260 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 106,781 | 126,005 |
Amortization of lease cost in excess of cash paid in accordance with ASU 2016-02 | - | 11,897 |
Deferred income taxes | 136,592 | 150,398 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in: | ||
Accounts receivable | (6,067) | 12,642 |
Inventories | (13,173) | 13,085 |
Prepaid expenses | (7,249) | (32,526) |
Other assets including long-term portion of receivables | 34,755 | (178,450) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | (119,926) | (275,967) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 534,262 | 303,344 |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (605,705) | (15,890) |
NET CASH USED IN INVESTING ACTIVITIES | (605,705) | (15,890) |
FINANCING ACTIVITIES | ||
Payment of principal on bank term loans | (160,714) | (217,857) |
Payment of additional closing costs | (13,717) | - |
NET CASH USED BY FINANCING ACTIVITIES | (174,431) | (217,857) |
DISCONTINUED OPERATIONS Payment of obligations from discontinued operations | (15,000) | - |
Increase (decrease) in cash | (260,874) | 69,597 |
Cash at beginning of period | 461,068 | 76,194 |
Cash at end of period | $200,194 | $145,791 |
Supplemental schedule of investing and financing activities
See accompanying notes to condensed consolidated financial statements (unaudited). Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1 - The accompanying unaudited interim condensed consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, Significant Accounting Policies There have been no significant changes in the Company's accounting policies form those disclosed in its Annual Report on Form 10-K except for those policies described below in relation to the adoption of Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets ("ROU"), and lease liability obligations are included in the Company's balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liability obligations represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company's leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU asset also includes in the lease payments made excludes lease incentives and lease direct costs. The Company's lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month period ended March 31, Note 2 – Royalties and fees included In accordance with The effect to comparable periods within the financial statements is not material as the initial franchise fee for the non-traditional franchise is intended to defray the initial contract costs, and the franchisee fees and contract costs initially incurred and paid approximate the relative amortized franchise fees and contract costs for those same periods. The deferred contract income and costs both approximated At December 31, There were Note 3 - The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31,
The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31,
Note 4 Long-term receivable from franchisees represent receivables from approximately 80 different non-traditional franchisees (Noble Roman’s franchises located within a host facility). These receivables originated from a variety of circumstances, including where audits of a number of the non-traditional franchises’ reporting of sales found them to be underreporting their sales and, therefore, underpaying their royalty obligations. In Note 5 - The Company evaluated subsequent events through the date the financial statements were issued and filed with SEC. There were no subsequent events that required recognition or disclosure beyond what is disclosed in this ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Information Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells and services pizza-focused foodservice franchises and licenses References in this report to the “Company” and to "Noble Roman's" are to Noble Roman’s, Inc. and its Noble Roman’s Craft Pizza & Pub Noble Roman's Craft Pizza & Pub is intended to provide a fun, pleasant atmosphere serving pizza and other related menu items, all made The pizza offerings feature Noble Roman’s traditional hand-crafted thinner crust as well as its signature deep-dish Sicilian crust. After extensive research and development, the system has been designed to enable fast cook times, with oven speeds running approximately 2.5 minutes for traditional pies and 5.75 minutes for Sicilian pies. Traditional pizza favorites such as pepperoni are options on the menu, but also offered is a selection of Craft Pizza & Pub original creations like "Swims Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand make all pizza and breadstick dough from scratch in customer view. Also in the dining room is a Noble Roman’s Pizza Noble Roman's franchised and licensed non-traditional locations are designed to bring high-quality, pizza-focused foodservice into underlying establishments that have a captive audience or high customer counts associated with their business. Examples of these venues include convenience stores, hospitals, entertainment facilities, military bases, bowling centers and other similar facilities. Noble Roman's, for non-traditional locations, range in scope from relatively small operations focused on quick meals and impulse food purchases to elaborate, full-scale restaurant operations depending on the facility and the goals of the individual franchisee or licensee. The hallmark of Noble Roman’s Pizza for non-traditional locations is “Superior quality that our customers can taste.” Every ingredient and process has been designed with a view to produce superior results. ● A fully-prepared pizza crust that captures the made-from-scratch pizzeria flavor which gets delivered to non-traditional locations in a shelf-stable condition so that dough handling is no longer an impediment to a consistent product, which otherwise is a challenge in non-traditional locations. ● Fresh packed, uncondensed and never ● 100% real cheese blended from mozzarella and Muenster, with no soy additives or extenders. ● 100% real meat toppings, with no additives or extenders, a distinction compared to many pizza concepts. ● Vegetable and mushroom toppings are sliced and delivered fresh, never canned. ● An extended product line that includes breadsticks and cheesy stix with dip, pasta, baked sandwiches, salads, wings and a line of breakfast products. ● The fully-prepared crust also forms the basis for the Company's Take-N-Bake pizza for use as an add-on component for its non-traditional franchise base as well as an offering for its grocery store license venue. Tuscano’s Italian Style Subs Tuscano’s Italian Style Subs is a separate non-traditional location concept that focuses on sub sandwich menu items but only in locations that also have a Noble Roman’s franchise. The ongoing royalty for a Tuscano’s franchise is identical to that charged for a Noble Roman’s Pizza franchise. Business Strategy The Company is focused on revenue expansion while continuing to minimize overhead and other costs. To accomplish this the Company will continue owning and operating a core of Craft Pizza & Pub locations and develop what it believes to be a large growth opportunity by franchising Business Operations Distribution The Company’s proprietary ingredients are manufactured pursuant to the Company’s recipes and At present, the Company has Franchising The Company sells franchises for both non-traditional and traditional locations. The initial franchise fees are as follows:
(1) With the sale of multiple traditional stand-alone franchises to a single franchisee, the franchise fee for the first unit is $30,000, the franchise fee for the second unit is $25,000 and the franchise fee for the third unit and any additional unit is $20,000. The franchise fees are paid upon signing the franchise agreement and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises and for the lost and/or deferred opportunities to grant such franchises to any other party. Licensing Noble Roman’s Take-n-Bake Pizza licenses for grocery stores are governed by a supply agreement. The supply agreement generally requires the licensee to: (1) purchase proprietary ingredients only from a Noble Roman’s-approved distributor; (2) assemble the products using only Noble Roman’s approved ingredients and recipes; and (3) display products in a manner approved by Noble Roman’s using Noble Roman’s point-of-sale marketing materials. Pursuant to the distributor agreements, the primary distributors place an additional mark-up, as determined by the Company, above their normal selling price on the key ingredients as a fee for the Company in lieu of royalty. The distributors agree to segregate this additional mark-up upon invoicing the licensee, to hold the fees in trust for the Company and to remit them to the Company within ten days after the end of each month. Financial Summary The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. The Company periodically evaluates the carrying values of its assets, including property, equipment and related costs, accounts receivable and deferred tax assets, to assess whether any impairment indications are present due to (among other factors) recurring operating losses, significant adverse legal developments, competition, changes in demand for the Company’s products or changes in the business climate which affect the recovery of recorded value. If any impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value. The following table sets forth the
Margin contribution from this venue was decreased $11,897 for non-cash expense related to the adoption of ASU 2016-02 accounting for lease which became effective after January 1, 2019 for publicly reporting companies. The following table sets forth the revenue, expense and margin contribution of the
Results of Operations Company-Owned Craft Pizza & Pub The revenue from this venue grew from $1.11 million to $1.14 million primarily because of an additional restaurant opened in June 2018, however that was mostly offset by highly unusual and extreme winter weather conditions in Indiana during the months of January and February 2019. Total revenue in January was $337,000, in February $356,000 and in March $450,000. Revenue increased with the return of more normal weather conditions experienced in March. Cost of sales improved to 20.8% compared to 22.1% in the comparable period last year. This improvement was the result of gained efficiency as the restaurants matured and as the staff gained experience. Salaries, wages and other operating costs increased from Gross margin contribution decreased from 21.9% to 11.5% for the quarter compared to the comparable period last year as a result of the impact of severe winter weather on revenue, as explained above. The actual gross margin contribution in January was 4.0%, in February was 10.8% and in March was 20.5%, as revenue trended to normal levels with the return of more normal weather conditions experienced in March. The non-cash expense for adopting to ASU 2016-02 accounting for operating leases, which became effective after January 1, 2019 for publicly reporting companies, decreased the margin from 12.6% to 11.5%. Franchising Non-Traditional Locations Total revenue from this venue grew from $1.5 million to Salaries and wages, trade show expense and other operating costs decreased from $649,000 to $495,000 for the three-month period ended March 31, Gross margin contribution from this venue increased to 69% from Company-Owned Non-Traditional Locations Gross revenue from this venue decreased to $171,000 from $288,000 in the three-month period ended March 31, 2019 compared to the comparable period in 2018. The primary reason for this decrease was the Company operating three non-traditional locations in the three-month period ended March 31, 2018 compared to one location in the Comparing the various expenses is not meaningful since they reflected different types of non-traditional locations. The total expenses were $154,000 for the three-month period ended March 31, Operating income increased from $699,000 to $754,000 for the three-month period ended March 31, 2019 compared to the corresponding period in 2018. Operating income increased primarily due to franchising non-traditional locations increasing from $900,000 to $1.1 million for the three-month period ended March 31, 2019 compared to the corresponding period in 2018, but partially offset by the decrease in margin contribution from the Company-owned Craft Pizza & Pub locations primarily due to the record breaking severe winter weather conditions for Indiana during the months of January and February 2019. Interest expense decreased from Interest expense decreased from Net income before income tax increased to $627,000 from Net income increased from $403,000 to $476,000 for the Liquidity and Capital Resources The Company’s strategy During 2018, the Company invested resources (approximately $300,000) to commence franchising of the Craft Pizza & Pub franchise. The Company's first franchised Craft Pizza & Pub location opened on May 2, 2019, a second location is under development for an expected opening in the Fall of 2019 and another franchise agreement was recently signed. The Company is operating The Company’s current ratio was In January 2017, the Company completed the The Loan Agreement contains affirmative and negative covenants, including, among other things, covenants requiring the Company to maintain certain financial ratios. The Company’s obligations under the Loan Agreement are secured by first priority liens on all of the Company’s assets and a pledge of all of the Company’s equity interest in As a result of the financial arrangements described above and the Company’s cash flow projections, the Company believes it will have sufficient cash flow to meet its obligations and to carry out its current business plan for the next 12 The Company does not anticipate that any of the recently issued Statement of Financial Accounting Standards will have a material impact on its Consolidated Statement of Operations or its Consolidated Balance Sheet. In February 2016, the FASB issued ASU 2016-02, its leasing standard for both lessees and lessors. Under its core principle, a lessee Forward-Looking Statements The statements contained above in Management’s Discussion and Analysis concerning the Company’s future revenues, profitability, financial resources, market demand and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company that are based on the beliefs of the management of the Company, as well as assumptions and estimates made by and information currently available to the Company’s management. The Company’s actual results in the future may differ materially from those indicated by the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment, including, but not limited to: resolution of a disagreement with the Bank over the interpretation of certain financial covenants and/or the Company's ability to service or refinance its debt, competitive factors and pricing pressures, non-renewal of franchise agreements, shifts in market demand, the success of new franchise programs, including the new Noble Roman’s Craft Pizza & Pub format, the Company’s ability to successfully operate an increased number of Company-owned restaurants, general economic conditions, changes in demand for the Company’s products or franchises, the The Company’s exposure to interest rate risk relates primarily to its variable-rate debt. As of March 31, Based on their evaluation as of the end of the period covered by this report, A. Scott Mobley, the Company’s President and Chief Executive Officer, and Paul W. Mobley, the Company’s Executive Chairman and Chief Financial Officer, have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective. There have been no changes in internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. PART II - OTHER INFORMATION The Company is not involved in material litigation against it. ITEM 6. Exhibits. Index to Exhibits Exhibit Number Description
31.1 C.E.O. Certification under Rule 13a-14(a)/15d-14(a) 31.2 C.F.O. Certification under Rule 13a-14(a)/15d-14(a) 32.1 C.E.O. Certification under 18 U.S.C. Section 1350 32.2 C.F.O. Certification under 18 U.S.C. Section 1350 101 Interactive Financial Data |
NOBLE ROMAN'S, INC. | |||
Date:May 15, 2019 | By: | /s/Paul W. Mobley | |
Paul W. Mobley | |||
Executive Chairman, Chief Financial Officer and Principal AccountingOfficer (Authorized |